UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 17, 2024

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

Bermuda		001-32657		98-0363970
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda		N/A
(Address of principal executive offices)		(Zip Code)

(441) 292-1510

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common shares		NBR		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure

On July 17, 2024, Nabors Industries Ltd. (“Nabors”) issued a press release announcing that Nabors Industries, Inc. (“NII”), its indirect wholly owned subsidiary, has commenced an offering of $550 million aggregate principal amount of Senior Guaranteed Notes due 2031. A copy of that press release is included in this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On July 17, 2024, Nabors issued a press release announcing the pricing by NII of $550 million aggregate principal amount of 8.875% Senior Guaranteed Notes due 2031. A copy of that press release is included in this Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release regarding launch of notes offering dated July 17, 2024.
99.2		Press Release regarding pricing of notes offering dated July 17, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NABORS INDUSTRIES LTD.

Date: July 17, 2024	By:	/s/ Mark D. Andrews
		Name: Mark D. Andrews
		Title: Corporate Secretary

Exhibit 99.1

NEWS RELEASE

Nabors Announces Offering of Senior Guaranteed Notes

HAMILTON, Bermuda, July 17, 2024 /PRNewswire/-- Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) announced today that Nabors Industries, Inc. (“NII”), its indirect wholly-owned subsidiary, has commenced an offering of $550 million aggregate principal amount of senior guaranteed notes due 2031 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Nabors and each of the subsidiaries, other than NII, that guarantee Nabors’ 7.50% senior guaranteed notes due 2028.

The Notes will be senior unsecured obligations of NII and will rank pari passu in right of payment with all of NII’s existing and future senior obligations, including Nabors’ 7.50% senior guaranteed notes due 2028. The guarantees of the Notes will be senior unsecured obligations of the guarantors and will rank pari passu in right of payment with all of the guarantors’ existing and future senior obligations, including the guarantors’ guarantee of the 7.50% senior guaranteed notes due 2028.

Nabors intends to use the net proceeds from this offering, along with cash on hand, to redeem all of its 7.25% senior guaranteed notes due 2026. Any excess proceeds will be used for general corporate purposes, including, potentially, repayment of other outstanding indebtedness.

The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the Notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the Notes.

The Notes will not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities of Nabors or its subsidiaries, nor shall there be any offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

The information above includes forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors’ actual results may differ materially from those indicated or implied by such forward-looking statements. Nabors does not undertake to update these forward-looking statements.

About Nabors Industries

Nabors Industries is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy technology leadership: www.nabors.com.

Media Contacts:

For further information regarding Nabors, please contact William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail [email protected], or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email [email protected]. To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail [email protected].

Exhibit 99.2

NEWS RELEASE

Nabors Prices $550 Million Senior Guaranteed Notes Offering

HAMILTON, Bermuda, July 17, 2024 /PRNewswire/-- Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) today announced that Nabors Industries, Inc. (“NII”), its indirect wholly-owned subsidiary, has priced $550 million in aggregate principal amount of senior guaranteed notes due 2031 (the “Notes”) in the offering it announced earlier today. The Notes will bear interest at an annual rate of 8.875% and are being offered to investors at an initial price of 100% of par. The Notes will be fully and unconditionally guaranteed by Nabors and each of the subsidiaries, other than NII, that guarantee Nabors’ 7.50% senior guaranteed notes due 2028. The sale of the Notes to the initial purchasers is expected to close on July 22, 2024, subject to customary closing conditions, and is expected to result in approximately $540.7 million in net proceeds to Nabors after deducting offering commissions and other expenses payable by Nabors.

About Nabors Industries

NEWS RELEASE

Media Contacts:

For further information regarding Nabors, please contact William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail [email protected], or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775- 4954 or via e-mail [email protected]. To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail [email protected].